Gardner v. Madsen

In Gardner v. Madsen, 949 P.2d 785 (Utah Ct. App. 1997), NUF, Inc., was dissolved in May 1990 for failure to file an annual report. in June 1990, NUF, Inc., through an officer of the corporation, entered into a written contract for an ownership interest in personal property. The only parties to the contract were the defendants and NUF, Inc. The defendants argued the contract was void because it was entered into by a dissolved corporation and therefore the officer could not enforce it. Id. at 787-89. The Court of appeals held that under former section 16-10-139 of the Utah Business Corporation Act (UBCA) an individual who signs a contract for a nonexistent corporation can be a party to a contract and as such, can legally enforce its contractual obligations.